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                                                                   EXHIBIT 10.23

                             JOINT VENTURE AGREEMENT

                                    REGARDING

                                       THE

                           ESTABLISHMENT AND OPERATION

                                       OF

                 TFS ELECTRONIC MANUFACTURING SERVICES SDN. BHD.

                                       BY
                                       AND
                                      AMONG

                            TFS INTERNATIONAL, LTD.,

                           TFS INTERNATIONAL II, LTD.,

                            UNICO SYSTEMS SDN. BHD.,

                              UNICO HOLDINGS BERHAD

                                       AND

                 TFS ELECTRONIC MANUFACTURING SERVICES SDN. BHD.

                               DATED APRIL 1, 2003

                                BAKER & MCKENZIE
                                 660 HANSEN WAY
                               PALO ALTO, CA 94304
                                TEL: 650-856-2400
                                FAX: 650-856-9299

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                             JOINT VENTURE AGREEMENT

This JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into
effective as of April 1, 2003, by and among TFS INTERNATIONAL, LTD., a Bermuda
exempted company with its registered office in Hamilton, Bermuda ("TFS
International"), TFS INTERNATIONAL II, LTD., a Bermuda exempted company with its
registered office in Hamilton, Bermuda ("TFS International II," with TFS
International and TFS International II collectively referred to as "TFS") UNICO
SYSTEMS SDN. BHD., a Malaysian company with its registered office in Kuala
Lumpur, Malaysia ("USSB") (each of TFS International, TFS International II, and
USSB a "Member"), UNICO HOLDINGS BERHAD, a Malaysian company with its registered
office in Kuala Lumpur, Malaysia ("Guarantor"), and TFS ELECTRONIC MANUFACTURING
SERVICES SDN. BHD., a Malaysian company with its registered office in Kuala
Lumpur, Malaysia (the "Company").

                                    RECITALS

A.       TFS International and TFS International II are wholly-owned
         subsidiaries of Three-Five Systems, Inc., a Delaware corporation
         ("Three-Five"). Three-Five is the parent corporation and sole
         shareholder of ETMA, a corporation with its principal place of business
         in Redmond, Washington, involved in the business of electronic
         manufacturing and support ("ETMA").

B.       Guarantor is the ultimate parent company of USSB and certain other
         Related Entities, as defined below, including Unico Technology Sdn.
         Bhd., which are in the business of electronics manufacturing services
         in Malaysia, and Guarantor desires to obtain the experience, expertise,
         and capital of TFS and ETMA in order to further such business. As a
         material inducement to TFS and the Company to enter into this Agreement
         and the transactions contemplated hereby, Guarantor agrees to guaranty
         the performance and obligations of USSB and USSB's and Guarantor's
         Related Entities under this Agreement and the Ancillary Agreements, as
         defined below.

C.       The Members desire to establish the Company as a joint venture company
         in Malaysia to carry out the Business, as defined below.

                                    AGREEMENT

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.       ADDITIONAL DEFINITIONS

The following terms will have the following meanings as used in this Agreement:

         a.       "Agreement" means this Joint Venture Agreement and all
                  Exhibits and Schedules attached hereto as amended, modified,
                  supplemented or restated from time to time.

         b.       "Agreement Intellectual Property" means Intellectual Property
                  created as a result of activities of the Members or the
                  Company in carrying out each parties'

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                  obligations under this Agreement. Notwithstanding the above,
                  Agreement Intellectual Property does not include Background
                  IP.

         c.       "Ancillary Agreements" means the agreements entered into in
                  connection with the transactions contemplated hereby,
                  including the Asset Transfer Agreement, the Equipment Lease
                  Agreement(s), the Tenancy Agreement(s), the Logistics and
                  Warehousing Agreement, the Trademark and Tradename License
                  Agreement(s), and the Sales and Marketing Agreement, referred
                  to in Sections 2(f) hereof.

         d.       "Articles" means the Memorandum and Articles of Association of
                  the Company to be amended and be effective as attached hereto
                  as EXHIBIT I.

         e.       "Authority" means any nation or government, any state or other
                  political subdivision thereof; any entity, authority or body
                  exercising executive, legislative, judicial, regulatory or
                  administrative functions of or pertaining to government,
                  including any government authority, agency, department, board,
                  commission or instrumentality of such government or any
                  political subdivision thereof; any court, tribunal or
                  arbitrator; and any self-regulatory organization, including
                  the federal, state, and local governments of Malaysia.

         f.       "Background IP" means Intellectual Property that is not
                  Agreement Intellectual Property and that each Member currently
                  owns or develops independent of this Agreement.

         g.       "Board" means the Board of Directors of the Company as
                  existing from time to time.

         h.       "Budget" means the approved budget of the Company forming part
                  of the Business Plan as defined below.

         i.       "Business" means the business of electronics manufacturing
                  services, and businesses related or ancillary thereto,
                  including certain of the employees and real property,
                  equipment, and other assets of USSB and its Related Entities
                  to be transferred or leased to the Company pursuant to the
                  Ancillary Agreements, and as such business may be modified and
                  expanded by the Company from time to time.

         j.       "Business Plan" means the Company's initial business plan for
                  carrying out its activities as approved by the parties and
                  attached hereto as SCHEDULE I, as such may be amended,
                  modified, or supplemented from time to time.

         k.       "Confidential Information" means data and information relating
                  to the Company or information of a Member (which does not rise
                  to the level of a Trade Secret) and which has material value
                  to the Disclosing Party, as defined in Section 6(a), and is
                  not generally known to its competitors, disclosed to a
                  Recipient Party, as defined in Section 6(a), in writing and
                  designated confidential or, if disclosed to a Recipient Party
                  other than in writing, confirmed in writing and designated

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                  confidential within thirty (30) days of such disclosure.
                  Confidential Information does not include any data or
                  information that:

                  (i)      is available to the public or becomes available to
                           the public through no fault, unauthorized act or
                           omission by the Recipient Party;

                  (ii)     is known by the Recipient Party at the time of
                           disclosure, as shown by prior written records;

                  (iii)    is rightfully received by the Recipient Party from a
                           third party without a duty of confidentiality; or

                  (iv)     is developed by or for the Recipient Party
                           independent of the disclosure hereunder.

         l.       "Consent" means any consent, approval, authorization, waiver,
                  permit, grant, franchise, concession, agreement, license,
                  certificate, exemption, order, registration, declaration,
                  filing, report, or notice of, with, or to the relevant party
                  or relevant Authority.

         m.       "Governmental Approval" means any Consent of, with, or to any
                  government-related Authority.

         n.       "Intellectual Property" refers to any Trade Secret and
                  know-how, including but not limited to scientific techniques,
                  technical discoveries and technical improvements, whether or
                  not patentable; trade names, whether or not registered;
                  copyrightable material, whether or not registered; original
                  designs; as well as patents, patent applications, trademarks,
                  trademark applications, copyright applications, registered
                  copyrights, utility patents; utility patent applications, and
                  similar rights recognized or granted by any region or country
                  in the world.

         o.       "Licensed Background IP" means that Intellectual Property of
                  the Members as identified in SCHEDULE II attached hereto,
                  which Schedule shall be amended from time to time so that each
                  Member meets its obligations under this Agreement.

         P.       "Loss" means any and all liabilities, damages, claims, costs,
                  expenses, judgements, interest and penalties, and other
                  expenses or losses, including reasonable attorneys',
                  accountants', and outside advisors' fees and disbursements
                  relating thereto.

         q.       "Related Entity" or "Related Entities" means any entity or
                  entities: (i) in the case of TFS, a majority of the
                  outstanding voting securities or membership interest of which
                  is held, either directly or indirectly through another entity,
                  by Three-Five, or (ii) in the case of USSB, a majority of the
                  outstanding voting securities or membership interest of which
                  is held, either directly or indirectly through another entity,
                  by Guarantor.

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         r.       "Trade Secrets" means information relating to the Company or
                  information of a Member, without regard to form (including,
                  but not limited to, technical or non-technical data, formulae,
                  patterns, compilations, programs, products, devices, methods,
                  techniques, drawings, blueprints, processes, financial data,
                  financial plans, product plans and/or lists of actual or
                  potential customers or suppliers), that is not commonly known
                  by or available to the public and that (i) the Disclosing
                  Party, derives economic value, actual or potential, from not
                  being known to, and not being readily ascertainable by proper
                  means by, other persons who can obtain economic value from its
                  disclosure or use, and (ii) is the subject of efforts that are
                  reasonable under the circumstances to maintain its secrecy,
                  disclosed to a Recipient Party in writing and designated as
                  "Proprietary Information" or "Trade Secret" or, if disclosed
                  to a Recipient Party other than in writing, confirmed in
                  writing and designated as "Proprietary Information" or "Trade
                  Secret" within thirty (30) days of such disclosure. Trade
                  Secret does not include any data or information that:

                  (i)      is available to the public or becomes available to
                           the public through no fault, unauthorized act or
                           omission by the Recipient Party;

                  (ii)     is known by the Recipient Party at the time of
                           disclosure, as shown by prior written records;

                  (iii)    is rightfully received by the Recipient Party from a
                           third party without a duty of confidentiality; or

                  (iv)     is developed by or for the Recipient Party
                           independent of the disclosure hereunder.

         s.       "Work Product" means all information arising out of activities
                  under this Agreement whether in printed form, digitally stored
                  or encrypted materials, materials that may be perceived with
                  aid of a machine or stored in any other tangible form that was
                  not in existence prior to commencement of any work performed
                  by a Member under this Agreement (or any agreement entered
                  into pursuant to this Agreement) or is not thereafter
                  generated independently of such Member's performance under
                  this Agreement, including but not limited to Intellectual
                  Property.

2.       JOINT VENTURE COMPANY

         a.       LEGAL FORM. The Company will (i) operate as a private limited
                  company, or "Sendirian Berhad" in Malaysia, (ii) adopt and use
                  the name "TFS Electronic Manufacturing Services Sdn. Bhd."
                  under the Trademark and Tradename License Agreements, (iii)
                  adopt as its Memorandum and Articles of Association the
                  Articles attached hereto as EXHIBIT I, and (iv) have its
                  principal place of business in Penang, Malaysia and its
                  registered office in Kuala Lumpur, Malaysia; or such other
                  place as the Board may approve from time to time.

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         b.       PURPOSE. The purpose of the Company will be to promote and
                  carry out the Business, and to transact such other lawful
                  trade or business as the Board may approve from time to time.

         c.       AUTHORIZED CAPITAL. The authorized capital of the Company will
                  be 50,000,000 Ringgit divided into 50,000,000 ordinary shares
                  of 1 Ringgit each.

         d.       INITIAL CAPITALIZATION. Upon Closing, TFS and/or its Related
                  Entities will subscribe for and purchase 14,400,000 shares,
                  representing 60% of the issued capital, in exchange for a cash
                  amount in $ equal to 14,400,000 Ringgit at the exchange rate
                  prevailing at the date of Closing (currently approximately
                  $3,789,400) USSB will subscribe for and purchase 9,600,000
                  shares, representing 40% of the issued capital, in exchange
                  for 9,600,000 Ringgit (currently approximately $2,526,300).
                  All contributions will be used to fund the operations of the
                  Company as directed by the Board in accordance with the
                  Business Plan. Solely as a convenience to facilitate the
                  transactions contemplated by this Agreement, USSB may
                  subscribe for and purchase the initial outstanding two (2)
                  shares of the Company prior to the Closing, provided, however,
                  that USSB shall cause the Company to not engage in any act or
                  activity prior to the Closing that is not explicitly
                  contemplated by this Agreement or the Ancillary Agreements.

         e.       EXPENSES. Each party will bear its respective accounting, tax,
                  and consulting costs and fees and attorneys' costs and fees
                  incurred in connection with its due diligence review and
                  preparation and negotiation of this Agreement and the
                  Ancillary Agreements. Attorneys' costs and fees, out-of-pocket
                  costs, and other fees and expenses directly related to the
                  Company and the conduct of the Business will be allocated to
                  and paid or reimbursed by the Company, including,
                  incorporation expenses, post-incorporation registrations,
                  Governmental Approvals, obtaining a manufacturing license,
                  "pioneer" tax status, other licenses, and similar matters.

         f.       ANCILLARY AGREEMENTS. Concurrently herewith or as soon as
                  reasonably practicable and necessary following the execution
                  and delivery of this Agreement:

                  (i)      the Company and USSB or certain of its Related
                           Entities will enter into the following agreements:

                           (A)      an asset transfer agreement regarding
                                    transfer of certain assets and employees
                                    relating to the Business, in substantially
                                    the form attached hereto as EXHIBIT II (the
                                    "Asset Transfer Agreement");

                           (B)      agreements for the lease of equipment and
                                    certain other personal property, in
                                    substantially the form attached hereto as
                                    EXHIBIT III (the "Equipment Lease
                                    Agreement");

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                           (C)      agreements for the lease of real property
                                    and facilities, in substantially the form
                                    attached hereto as EXHIBIT IV (the "Tenancy
                                    Agreement"); and

                           (D)      an agreement for logistics and warehousing
                                    services to be provided to the Company by
                                    IPC Global Sdn. Bhd. ("IPC"), in
                                    substantially the form attached hereto as
                                    EXHIBIT V (the "Logistics and Warehousing
                                    Agreement").

                  (ii)     in addition, the Company and TFS or certain of its
                           Related Entities will enter into agreements for the
                           license and use of appropriate trademarks and
                           tradenames, in substantially the form attached hereto
                           as EXHIBIT VI. The Company will strictly adhere to
                           such agreements, including all payment and
                           intellectual property obligations. In addition the
                           Company and ETMA will enter into an agreement for
                           sales and marketing activities to be conducted by
                           ETMA, in substantially the form attached hereto as
                           EXHIBIT VII (the "Sales and Marketing Agreement").

         g.       TREATMENT OF AND LICENSE OF INTELLECTUAL PROPERTY

                  (i)      Each party shall retain all its rights, title and
                           interest to any Background IP.

                  (ii)     Agreement Intellectual Property conceived solely by
                           one Member shall be solely owned by the conceiving
                           Member. Agreement Intellectual Property jointly
                           conceived by both Members without the involvement of
                           the Company shall be jointly owned by both Members,
                           such that each Member shall have an equal, undivided
                           interest in and to such joint Agreement Intellectual
                           Property, with the unilateral right to sublicense and
                           transfer ownership of such joint Agreement
                           Intellectual Property, subject to any limitations
                           imposed by this Agreement, and provided, however,
                           that a Member shall not have the right to sublicense
                           or otherwise  transfer the Agreement
                           Intellectual Property to any party that is not a
                           Related Entity and at least 99% of the outstanding
                           voting securities or membership interest of which is
                           held, either directly or indirectly through another
                           entity, by Three-Five in the case of TFS or Guarantor
                           in the case of USSB, without the prior written
                           consent of the other Member to the terms of such
                           sublicense or transfer.

                  (iii)    Intellectual Property currently owned or acquired or
                           developed by the Company, including Agreement
                           Intellectual Property conceived by the Member(s) and
                           the Company, shall be owned by the Company, and the
                           Company agrees to grant to each Member, at the
                           request of such Member, a worldwide, perpetual,
                           irrevocable, royalty-free license to such
                           Intellectual Property, with the right to sublicense
                           and transfer such Intellectual Property, provided,
                           however, that the Member shall not have the right to
                           sublicense or otherwise transfer such Intellectual
                           Property to

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                           any party that is not a Related Entity and at least
                           99% of the outstanding voting securities or
                           membership interest of which is held, either directly
                           or indirectly through another entity, by Three-Five
                           in the case of TFS or Guarantor in the case of USSB,
                           without the prior written consent of the other Member
                           to the terms of such sublicense or transfer.

                  (iv)     For so long as a Member remains a member of the
                           Company, each Member hereby grants the Company a
                           worldwide license to the Licensed Background IP owned
                           by such Member, to the extent that such Licensed
                           Background IP covers the products the Company
                           manufactures, uses, sells, and/or imports.

                  (v)      Background IP of either Member may not be used by any
                           other Member or shareholder for any purpose, except
                           to carry out the purposes of this Agreement.

         h.       WORK PRODUCT

                  (i)      The Company shall own all Work Product created in
                           connection with the purposes and in accordance with
                           the terms of this Agreement. Work Product that is
                           jointly conceived by the Company and one or both
                           Member(s) shall be jointly owned by the conceiving
                           parties. The Company hereby grants each Member a
                           worldwide, perpetual, royalty-free, irrevocable,
                           fully sub-licensable and fully paid license to all
                           Work Product that the Company owns or jointly owns
                           and which Work Product is created while the Member is
                           a member of the Company. Under the license granted
                           under this Section 2(h)(i) the Member shall have the
                           right to make, have made, use, sell, have sold, offer
                           to sell, import, have imported, any product,
                           composition, method or process covered by Work
                           Product for so long as the Company exists.

                  (ii)     Upon the reasonable request of the Company during or
                           after the term of this Agreement, each Member agrees
                           to take such further actions and provide such further
                           executed documents as may be necessary or desirable
                           to transfer, perfect and/or defend the Company's
                           ownership of the Work Product. In such regard, upon
                           the Company's request, each such Member will: (A)
                           execute, acknowledge and deliver any requested
                           affidavits and documents of assignment and
                           conveyance; (B) obtain and aid in the enforcement of
                           copyrights, trademarks and, if applicable, patents
                           with respect to the Work Product in any country; (C)
                           provide testimony in connection with any proceeding
                           affecting the right, title or interest of the Company
                           in any Work Product; and (D) perform any other acts
                           deemed necessary or desirable to carry out the
                           purposes of this Agreement. The Company shall
                           reimburse all reasonable out-of-pocket expenses
                           incurred by a Member at the Company's request in
                           connection with the foregoing. The Company shall have
                           the right to obtain and hold in its own name

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                           copyrights, trademarks, registrations, patents and
                           any other statutory or other legal protection
                           available to it with respect to a Work Product.

                  (iii)    The President shall, at the Company's expense and
                           under the direction of the Board, handle all claims
                           and defend any suit or proceeding brought against the
                           Company insofar as based on a claim that, without
                           alteration or further combination, any Work Product
                           developed by or on behalf of the Company pursuant to
                           this Agreement either (A) infringes any patent of any
                           jurisdiction, or (B) is defective or non-conforming.

         i.       FUNDING AND BORROWING. Funding that the Company may require
                  beyond the initial cash contributions of the shareholders will
                  be obtained through the accumulation of earnings, additional
                  cash contributions from the shareholders, or appropriate
                  credit facilities. The Company will not borrow funds or
                  otherwise incur indebtedness outside the ordinary course of
                  business without the approval of the Board as set forth in the
                  Articles or this Agreement, except in connection with a
                  Member's exercise of rights under the following Section 2(j).
                  Unless otherwise agreed or as set forth in the following
                  Section 2(j), TFS and USSB will bear any loan, guarantee or
                  other financial assistance granted to or on behalf of the
                  Company in proportion to their shareholdings.

         j.       ADDITIONAL CAPITAL CALL. If the Company's projected revenues
                  (with appropriate discount based on 12-month historical
                  results for bad debt, cancelled contracts, returned products,
                  and other relevant factors) plus liquid capital on hand are
                  insufficient to sustain the Company's operations for a period
                  of six (6) months based on the Company's Board-approved Budget
                  then in place, including capital expenditures, then in
                  addition to any Board actions that may be taken to reduce
                  expenditures (including employee reductions and restructuring
                  of supply and customer contracts and credit facilities), any
                  Member holding at least 10% of the outstanding voting stock of
                  the Company will have the right to demand an additional
                  capital call, upon the terms set forth below (the "Capital
                  Call"):

                  (i)      The party demanding the Capital Call (the "Calling
                           Shareholder") shall send written notice (the "Call
                           Notice") to each other shareholder (each a "Receiving
                           Shareholder") and the Company setting forth the
                           financial conditions of the Company and demanding
                           that the shareholders contribute additional capital
                           to the Company through the purchase of additional
                           shares.

                  (ii)     The Call Notice shall also set forth the amount of
                           such additional Capital Call, provided, however, that
                           the total amount of the Capital Call shall not be for
                           an amount less than $2,000,000 and shall be divided
                           among the shareholders proportionally to their
                           respective shareholdings in the Company at the time
                           of the Capital Call.

                  (iii)    Within 15 days, each Receiving Shareholder shall
                           provide notice to the Calling Shareholder and the
                           Company regarding the Receiving

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                           Shareholder's intent to either participate in the
                           Capital Call or demand that the Company retain an
                           internationally-recognized accounting firm (other
                           than the Company's regular retained accountants or
                           auditors or their affiliates) to review the Company's
                           financial situation (acting as an expert and not as
                           an arbitrator) and provide a report to the Company
                           not later than sixty (60) days from the date of the
                           Receiving Shareholder's demand. If such accounting
                           firm determines that the conditions set forth above
                           for a Capital Call have not been met, then the fees
                           and costs associated with such review shall be borne
                           by the Calling Shareholder, and the Call Notice will
                           be void and of no further legal effect. If such
                           accounting firm determines that the conditions for a
                           Capital Call have been met, then the fees and costs
                           associated with such review shall be borne by the
                           Receiving Shareholder demanding such review, and the
                           Receiving Shareholder shall also be obligated to
                           participate in the Capital Call as initially made by
                           the Calling Shareholder.

                  (iv)     If a shareholder does not participate in a Capital
                           Call, then such shareholder's additional share
                           allotment in the Capital Call shall be allocated
                           proportionally to the participating shareholders
                           resulting in a dilution of the non-participating
                           shareholder's percentage ownership in the Company.

                  (v)      The parties acknowledge that the Company's potential
                           need for additional capital is an integral part of
                           the transactions contemplated hereby, and agree that
                           as a further incentive for each shareholder to
                           participate in a Capital Call, that in the event a
                           Member holding at least 10% of the outstanding voting
                           stock of the Company immediately prior to the Capital
                           Call does not participate in any Capital Call made
                           within two (2) years from the date of this Agreement,
                           then the shares purchased by the participating
                           shareholders in the Capital Call shall be purchased
                           at par value, including any re-allocated shares of
                           the non-participating shareholder pursuant to the
                           preceding paragraph.

                  (vi)     In addition, in the event a Member holding at least
                           10% of the outstanding voting stock of the Company
                           immediately prior to the Capital Call does not
                           participate in the Capital Call, then the Member
                           participating in the Capital Call (the "Participating
                           Member") shall have the right, at its option and in
                           its sole discretion, to take, or cause the Company to
                           take, any or all of the following actions, which
                           shall not require shareholder or Board consent:

                           (A)      cause the Company to issue any additional
                                    shares not purchased by the participating
                                    shareholders, up to the amount required by
                                    the Capital Call, to any third party as
                                    identified by the Participating Member;

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<PAGE>

                           (B)      cause the Company to borrow funds from the
                                    Participating Member, up to the amount
                                    required by the Capital Call, at an interest
                                    rate equal to the lesser of LIBOR plus 500
                                    basis points or the maximum allowable
                                    interest rate under applicable law; and

                           (C)      cause the Company to enter into a lending
                                    arrangement with an outside lender to borrow
                                    funds on commercially available terms, up to
                                    the amount required by the Capital Call.

                  (vii)    Notwithstanding anything to the contrary contained
                           herein, no shareholder shall be required to
                           participate in Capital Calls in an amount exceeding
                           in the aggregate an additional amount equal to such
                           shareholder's (or predecessor-in-interest's) initial
                           capital contribution at the Closing, such that no
                           shareholder will be required to invest in the
                           aggregate more than twice the amount of its initial
                           capital contribution at the Closing. The Company will
                           nevertheless be permitted to issue additional shares
                           outside of a Capital Call to the other shareholders
                           or third parties as determined by the Board and
                           subject to the shareholders' preemptive rights set
                           forth below.

         k.       PREEMPTIVE RIGHTS AND SHARE TRANSFERS. Except as contemplated
                  under the provisions regarding Capital Calls set forth above,
                  each shareholder will have a preemptive right to subscribe for
                  any additional shares of the Company in proportion to its
                  then-current shareholding. Neither party may pledge, assign,
                  sell or otherwise transfer or encumber any of its shares of
                  the Company to or in favor of any third party without the
                  prior consent of the other party, which consent will not be
                  unreasonably withheld. Pursuant to the foregoing, USSB will
                  have the right to sell any or all of its shareholding in the
                  Company to a venture capital firm having substantial expertise
                  in the electronics manufacturing services industry, subject to
                  the prior written consent of TFS, which consent will not be
                  unreasonably withheld. Except as contemplated in the preceding
                  sentence, each party will have a right of first refusal with
                  respect to any pledge, assignment, sale or other transfer or
                  encumbrance of the other party's shares in the Company.

         l.       SHAREHOLDER MEETINGS AND RESOLUTIONS. Subject to the
                  requirements set forth in this Agreement, the Company will
                  convene shareholders meetings or submit resolutions to the
                  decision of the shareholders as required under the Articles. A
                  quorum for a meeting of shareholders shall require the
                  participation (whether in person or by telephone or video
                  conference) of at least two (2) shareholders holding a
                  majority of the outstanding voting shares of the Company,
                  including at least one (1) shareholder representing TFS and
                  one (1) shareholder representing USSB, provided, however, that
                  if a quorum is not present within thirty (30) minutes after
                  the time set for such meeting, the meeting shall stand
                  adjourned to the date and time fifteen (15) business days from
                  the originally-scheduled date and time, and the participation
                  of any one or more shareholder(s) holding not less than 30% of
                  the outstanding voting shares of the Company in such
                  rescheduled meeting shall constitute a quorum at such meeting.
                  Shareholder resolutions may

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                  be adopted by the affirmative vote of a majority of the shares
                  participating in any such vote, except that a super-majority
                  vote may be required for certain actions as set forth in the
                  Articles or in the attached SCHEDULE III ("Shareholder
                  Super-Majority Matters").


         m.       BOARD OF DIRECTORS. Subject to the authority of the
                  shareholders, the Company's business and affairs will be
                  overseen by its Board, which will consist of five (5)
                  directors, unless such number is increased or decreased by
                  resolution of the shareholders. USSB initially will be
                  entitled to nominate two (2) directors for election to the
                  Board, who will be Tan Sri Ngan Ching Wen and Dato' Lai Pin
                  Yong. TFS initially will be entitled to nominate three (3)
                  directors for election to the Board, who will be Carl E.
                  Derrington, Jeffery D. Buchanan, and Joe D. Tanner. In the
                  event that a Member's shareholding falls below 30% of the
                  outstanding voting shares of the Company, such Member shall be
                  entitled to nominate only one (1) director for election to the
                  Board, provided, however, that if a Member's shareholding
                  falls below 10% of the outstanding voting shares of the
                  Company, such Member shall not be entitled to nominate any
                  directors for election to the Board. The shareholders will
                  elect an individual to serve as Chairman of the Board from
                  time to time, who shall initially be Joe D. Tanner. Each
                  director may be elected to serve any number of terms and will
                  serve in the manner set forth in the Articles. Each director
                  will serve without compensation, except as specifically
                  required by law, provided, however, that the Company will
                  reimburse a director's reasonable expenses incurred in
                  traveling to and attending meetings of the Board or any
                  committee of the Board, and provided, further, that the
                  Company will not be required to reimburse a director for
                  airfare in excess of the Malaysian Ringgit equivalent of
                  $2,600 for any single Board or committee meeting. A director
                  may be removed only by the shareholder nominating such
                  director for election to the Board, and any director who has
                  resigned or is removed shall not be entitled to any claims or
                  compensation against the Company related to such director's
                  service as a director of the Company, other than claims for
                  indemnification pursuant to any director indemnification
                  policy adopted by the Company.

         n.       BOARD MEETINGS AND RESOLUTIONS. Subject to the requirements
                  set forth in this Agreement, the Board will meet or otherwise
                  take resolutions in the manner set forth in the Articles. All
                  Board meetings will be conducted, and resolutions will be
                  prepared, in English. A quorum for a meeting of the Board
                  shall require the participation (whether in person or by
                  telephone or video conference) of at least three (3)
                  directors, including at least one (1) director nominated for
                  election to the Board by TFS and one (1) director nominated
                  for election to the Board by USSB, provided, however, that:

                  (i)      if a quorum is not present within thirty (30) minutes
                           after the time set for such meeting, then the meeting
                           shall stand adjourned to a date and time determined
                           by the directors present, which shall be no later
                           than five (5) business days from the date and time of
                           the originally-scheduled meeting.

                                      -11-

<PAGE>

                           The directors present shall promptly notify all
                           directors of the date and time of such rescheduled
                           meeting, and the participation of any two (2)
                           directors, including at least one (1) director
                           nominated for election to the Board by TFS, shall
                           constitute a quorum at such rescheduled meeting; and

                  (ii)     if a quorum is not present within thirty (30) minutes
                           after the time set for such rescheduled meeting, then
                           the rescheduled meeting shall stand adjourned to a
                           date and time determined by the directors present,
                           which shall be no later than five (5) business days
                           from the date and time of the rescheduled meeting.
                           The directors present shall promptly provide final
                           notice to all directors of the date and time of the
                           proposed final rescheduled meeting, and the
                           participation of any two (2) directors, including at
                           least one (1) director nominated for election to the
                           Board by TFS, shall constitute a quorum at such final
                           rescheduled meeting; and

                  (iii)    if a quorum is not present within thirty (30) minutes
                           after the time set for such final rescheduled
                           meeting, then such failure to achieve a quorum at the
                           final rescheduled meeting shall constitute an Option
                           Event, as set forth in Section 8 below.

                  Board resolutions may be adopted in the absence of a meeting
                  by a written resolution signed by a majority of the members of
                  the Board, provided, that such resolution has been circulated
                  to all members of the Board, and subject to the restrictions
                  contained in the following sentence. Board resolutions may be
                  adopted by the affirmative vote of a majority of the directors
                  participating in any vote, except that a super-majority vote
                  may be required for certain actions as set forth in the
                  Articles or in the attached SCHEDULE IV ("Board Super-Majority
                  Matters").

         O.       BOARD OBSERVERS. For so long as USSB or its Related Entities
                  hold at least 10% of the outstanding voting shares of the
                  Company the Company shall invite two (2) representatives of
                  USSB ("Observers"), to participate in meetings of the Board in
                  an observational, non-director and non-voting capacity and, in
                  this respect, shall give the Observers notice of such meetings
                  at the same time as provided to the members of the Board;
                  provided, however, that the Observers shall agree in writing
                  to hold in confidence and trust all information received or
                  provided by the Company; and, provided further, that the
                  Company reserves the right to withhold any information and to
                  exclude the Observers from any meeting or portion thereof if
                  the Company, upon advice of counsel, reasonably believes that
                  access to such information or attendance at such meeting could
                  adversely affect the attorney-client privilege between the
                  Company and its counsel or would result in a disclosure of
                  trade secrets. It is anticipated that the initial Observers
                  will be _________________________ and
                  __________________________.

         P.       OFFICERS AND MANAGEMENT. The Board will appoint a President
                  (who will also be the Company's Chief Executive Officer) to
                  manage the Company's day-to-day business operations in
                  accordance with the Business Plan and Budget. The initial

                                      -12-

<PAGE>

                  President will be Dr. Sam Quah. Following the Closing, the
                  Board will hire or cause to be hired the initial Chief
                  Financial Officer, by majority vote of the Board, including
                  the affirmative vote of at least one (1) director nominated
                  for election to the Board by USSB. The Board may also appoint
                  such other officers or managers in accordance with the
                  Articles as may be necessary or appropriate from time to time
                  to conduct the Company's affairs. The President and Chief
                  Financial Officer shall have the specific power and authority
                  set forth in this Agreement, in any employment agreement, and
                  as otherwise delegated by the Board. The other officers or
                  managers shall have such power and authority as delegated to
                  them by the Chairman, President or the Board. All decisions
                  regarding other officers, agents and employees, including the
                  hiring and termination of such officers, agents and employees,
                  and the determination of their compensation, shall be made by
                  the President under the direction of the Board.

                  (iv)     Power and Authority of President. The daily operation
                           and management of the Company shall be under the
                           direction of the President. The President shall
                           operate the Company subject to (A) the provisions of
                           the Budget and the Business Plan of the Company which
                           shall be approved by the Board not less often than
                           annually and more often as may be agreed, (B) basic
                           policy decisions adopted by the Members, and (C)
                           specific limitations and requirements of this
                           Agreement and any employment agreement. In addition,
                           the President will keep the Board informed about the
                           Company's business and financial results, and ensure
                           that all financial statements and other reports that
                           may be required under the Articles or applicable law
                           are prepared and submitted on a timely basis.

                  (v)      Execution of Documents. The President shall have the
                           power and authority, subject to any express
                           provisions of this Agreement and the Articles to the
                           contrary and any limitations set forth by the Board
                           from time to time, to execute all documents or
                           instruments, perform all duties and powers and do all
                           things for and on behalf of the Company in all
                           matters necessary, desirable, convenient or
                           incidental to the purposes of the Company.

                  (vi)     Banking Resolution and Check Signing Authority. The
                           Members hereby unanimously authorize the President to
                           open or continue all banking accounts as he deems
                           necessary and to enter into any deposit agreements as
                           are required by the financial institution at which
                           such accounts are opened. All accounts, depositary
                           agreements, or similar arrangements will be operated
                           in accordance with TFS' approved bank account
                           procedures, including signatory authority,
                           limitations on withdrawal of funds, and similar
                           requirements, as well as any other requirements or
                           limitations approved by the Board from time to time.
                           For so long as a Member, together with its Related
                           Entities, holds at least 10% of the Company's
                           outstanding voting shares, the Company will submit to
                           such Member weekly reports, in form and substance
                           reasonably acceptable to such

                                      -13-

<PAGE>

                           Member, of all checks and payments issued and made by
                           the Company during the previous week, and hereby
                           grants such Member the right, during normal working
                           hours, to inspect, and if necessary, to take copies
                           of all invoices, deeds, mandates, or other
                           documentation which support or are connected to such
                           payments.

                  (vii)    Filing of Documents. The President or other
                           authorized individual shall file or cause to be filed
                           all certificates or documents as may be determined by
                           the President to be necessary or appropriate for the
                           formation, continuation, qualification and operation
                           of the Company as a Sendirian Berhad in Malaysia and
                           any other jurisdiction in which the Company may elect
                           to do business.

                  (viii)   Management Committee. The Company shall have a
                           Management Committee consisting of the President, the
                           Chief Financial Officer, and one (1) representative
                           appointed by each Member holding, together with its
                           Related Entities, at least 20% of the outstanding
                           voting shares of the Company. The initial appointee
                           of TFS shall be Joe D. Tanner, and the initial
                           appointee of USSB shall be and Dato' Lai Pin Yong.
                           The President of the Company shall keep the
                           Management Committee fully informed of all policies
                           and procedures adopted or implemented by the
                           President or other members of management, and shall
                           work with the Management Committee to ensure that all
                           policies and procedures are consistent with the
                           Company's Business Plan and other resolutions of the
                           shareholders and the Board. In the event that there
                           is a dispute or disagreement between the members of
                           the Management Committee or between the Management
                           Committee and the President regarding policies and
                           procedures to be adopted and implemented and such
                           dispute or disagreement is not resolved within 10
                           days or if the President or a member of the
                           Management Committee reasonably determines that such
                           matter requires immediate resolution, then either the
                           President or a member of the Management Committee may
                           inform the members of the Board regarding the matter
                           in question, and the resolution of the Board (or the
                           resolution of the shareholders, if required by the
                           Articles, this Agreement, or applicable law), shall
                           be the definitive resolution with respect to such
                           matter.

         q.       BUSINESS PLAN. The Company will perform its activities
                  pursuant to the terms of the Business Plan. Each year the
                  Company's President and management will prepare an updated
                  business plan for the next fiscal year that this Agreement is
                  in effect for submission to the Board for review and approval
                  at least thirty 30 days prior to the end of the then-current
                  fiscal year.

         r.       FISCAL YEAR. The fiscal year of the Company will begin on
                  January 1st and end on December 31st of each calendar year;
                  provided, however, that its first fiscal year will begin on
                  the registered incorporation date of the Company and end on
                  December 31, 2003.

                                      -14-

<PAGE>

         s.       FINANCIAL STATEMENTS. The Company shall deliver to TFS and
                  USSB audited financial statements as at the end of each fiscal
                  year, including balance sheets, income statement, cash flows,
                  and changes in shareholders' equity, prepared in accordance
                  with United States generally accepted accounting principles
                  ("U.S. GAAP"), all in reasonable detail and certified by
                  independent public accountants of internationally recognized
                  standing selected by the Company. The Company shall also
                  deliver to TFS and USSB monthly unaudited consolidated
                  financial statements, including balance sheet, income
                  statement, cash flows, and changes in shareholders' equity, in
                  reasonable detail and prepared in accordance with U.S. GAAP.
                  All such statements and submissions will be made available in
                  English.

         t.       BOOKS AND RECORDS. The Company will maintain complete and
                  accurate books of accounts and records in accordance with the
                  Articles and applicable Malaysian law. A complete and accurate
                  copy of all books and records will be kept in English. Subject
                  to limitations contained in applicable law, each shareholder
                  holding at least 10% of the outstanding capital stock of the
                  Company may each inspect and copy the Company's books and
                  records, directly or through their representatives, at any
                  time during normal business hours, provided, however, that
                  such shareholder may review but not take copies of Trade
                  Secrets or Confidential Information.

         U.       COMPLIANCE WITH LAW AND BUSINESS POLICIES. The parties agree
                  that all activities performed, directly or indirectly, by the
                  Company shall be carried out in accordance with all applicable
                  laws, regulations, procedures, and principles of transparency
                  and good corporate governance. Neither party shall pay or
                  promise to pay, or cause or permit the Company to pay or
                  promise to pay, directly or indirectly, any money, benefit or
                  other thing of value to any official, agent, consultant or
                  employee of any Authority or any political party or candidate
                  for political office, or to any officer or employee of any
                  customer, in order to assist the Company to obtain or retain
                  business, except for regular filing fees in the normal course
                  or except as specifically permitted by Company policies
                  approved by the Board or the shareholders. In addition, the
                  President and other officers will from time to time, at a
                  Member's reasonable request, confirm in writing their
                  compliance with the foregoing policy and laws related thereto.

         V.       EXTERNAL AUDITORS. The Board shall retain independent external
                  auditors of the Company, which external auditor shall
                  initially be Deloitte & Touche.

3.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF USSB

         Subject to any exceptions set forth in the Schedule of Exceptions, if
any, attached hereto, as of the date of this Agreement and the Closing Date,
USSB (which will include for purposes of this Section 3 any Related Entity that
is a party to any Ancillary Agreement or otherwise involved in the transactions
contemplated thereby) makes the following representations, warranties and
covenants, which have induced TFS to execute this Agreement:

                                      -15-

<PAGE>

         a.       ORGANIZATION. USSB is a corporation duly organized, validly
                  existing and in good standing under the laws of Malaysia, with
                  full power and authority to execute and perform this Agreement
                  and the Ancillary Agreements.

         b.       ABSENCE OF LIABILITIES. USSB has no liabilities or obligations
                  (whether accrued, contingent or otherwise), including
                  liabilities for accounts payable, breach of contract,
                  infringement of intellectual property rights, taxes and
                  interest or penalties thereon, liabilities under guarantees or
                  hold harmless arrangements or other liabilities, that relate
                  to the Business or the assets to be acquired or leased by the
                  Company pursuant to this Agreement and the Ancillary
                  Agreements, or that may affect USSB's performance of this
                  Agreement or the Ancillary Agreements.

         c.       LITIGATION AND COMPLIANCE. USSB is not a party to any claim,
                  suit or other proceeding before any Authority, or subject to
                  any decree, judgement or judicial order, that may affect its
                  performance of this Agreement or the Ancillary Agreements and,
                  to its best knowledge, no such action is threatened by or
                  against it. To its best knowledge, USSB is in compliance with
                  all applicable statutes, laws and other governmental
                  regulations related to the Business.

         d.       CONSENTS. USSB has given all notices to and obtained all
                  Consents, including Governmental Approvals, that may be
                  necessary or appropriate for it to execute and perform this
                  Agreement and the Ancillary Agreements.

         e.       AUTHORITY. USSB has full power and authority to execute and
                  deliver this Agreement and the Ancillary Agreements, and to
                  carry out its obligations hereunder and thereunder, including
                  consummation of the transactions contemplated hereby and
                  thereby. USSB has obtained all necessary corporate approvals
                  for the execution, delivery, and performance of this Agreement
                  and the Ancillary Agreements. This Agreement has been duly
                  executed and delivered, and the Ancillary Agreements when
                  delivered will be duly executed and delivered, and each will
                  constitute the legal, valid and binding obligation of USSB
                  enforceable against it in accordance with its terms.

         f.       NO CONFLICT. None of the execution, delivery, or performance
                  of this Agreement or the Ancillary Agreements will constitute
                  a violation of, or be in conflict with, USSB's Memorandum or
                  Articles of Association or other constituent documents, or
                  will, with or without notice or the passage of time,
                  constitute a breach or violation of, be in conflict with,
                  create a default under, or result in the creation or
                  imposition of any liens upon any property of USSB pursuant to
                  (i) any contract, indenture, agreement, instrument, mortgage,
                  lease, or other commitment to which USSB is a party or by
                  which any of its properties are bound, or (ii) any law or
                  statute or any judgements, decree, order, regulation, or rule
                  of any Authority relating to USSB.

4.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF TFS

                                      -16-

<PAGE>

         Subject to any exceptions set forth in the Schedule of Exceptions, if
any, attached hereto, as of the date of this Agreement and the Closing Date, TFS
(which will include for purposes of this Section 4 any Related Entity that is a
party to any Ancillary Agreement or otherwise involved in the transactions
contemplated thereby) makes the following representations, warranties and
covenants, which have induced USSB to execute this Agreement:

         a.       ORGANIZATION. TFS is a company duly organized, validly
                  existing and in good standing under the laws of Bermuda (or in
                  the case of any Related Entity, the relevant jurisdiction),
                  with full power and authority to execute and perform this
                  Agreement and the Ancillary Agreements.

         b.       ABSENCE OF LIABILITIES. TFS has no liabilities or obligations
                  (whether accrued, contingent or otherwise), including
                  liabilities for accounts payable, breach of contract,
                  infringement of intellectual property rights, taxes and
                  interest or penalties thereon, liabilities under guarantees or
                  hold harmless arrangements or other liabilities, that may
                  affect TFS' performance of this Agreement or the Ancillary
                  Agreements.

         c.       LITIGATION. TFS is not a party to any claim, suit or other
                  proceeding before any Authority, or subject to any decree,
                  judgement or judicial order, that may affect its performance
                  of this Agreement or the Ancillary Agreements and, to its best
                  knowledge, no such action is threatened by or against it.

         d.       CONSENTS. TFS has given all notices to and obtained all
                  Consents, including Governmental Approvals, that may be
                  necessary or appropriate for it to execute and perform this
                  Agreement and the Ancillary Agreements.

         e.       AUTHORITY. TFS has full power and authority to execute and
                  deliver this Agreement and the Ancillary Agreements, and to
                  carry out its obligations hereunder and thereunder, including
                  consummation of the transactions contemplated hereby and
                  thereby. TFS has obtained all necessary corporate approvals
                  for the execution, delivery, and performance of this Agreement
                  and the Ancillary Agreements. This Agreement has been duly
                  executed and delivered, and the Ancillary Agreements when
                  delivered will be duly executed and delivered, and each will
                  constitute the legal, valid and binding obligation of TFS
                  enforceable against it in accordance with its terms.

         f.       NO CONFLICT. None of the execution, delivery, or performance
                  of this Agreement or the Ancillary Agreements will constitute
                  a violation of, or be in conflict with, TFS's Certificate of
                  Incorporation, Bylaws or other constituent documents, or will,
                  with or without notice or the passage of time, constitute a
                  breach or violation of, be in conflict with, create a default
                  under, or result in the creation or imposition of any liens
                  upon any property of TFS pursuant to (i) any contract,
                  indenture, agreement, instrument, mortgage, lease, or other
                  commitment to which TFS is a party or by which any of its
                  properties are bound, or (ii) any law or statute or any
                  judgements, decree, order, regulation, or rule of any
                  Authority relating to TFS.

                                      -17-

<PAGE>

5.       CLOSING

         a.       CLOSING DATE. The consummation of the transactions
                  contemplated under Section 5(c) (the "Closing") will take
                  place at the offices of Wong & Partners, Level 41, Suite A,
                  Menara Maxis, Kuala Lumpur City Center, 50088 Kuala Lumpur,
                  Malaysia, at a mutually convenient time, or at such other time
                  and place as the parties may mutually agree, but in any event
                  no later than five (5) days following the fulfillment, or
                  waiver by the appropriate party, of the conditions to Closing
                  set forth in this Section 5 (the "Closing Date").

         b.       CONDITIONS TO TFS' OBLIGATION TO CLOSE. TFS' obligation to
                  proceed with the Closing and to consummate the transactions
                  contemplated herein is subject to the fulfillment of the
                  following conditions on or before Closing:

                  (i)      all representations and warranties made by USSB under
                           this Agreement will be true and accurate as of the
                           date of this Agreement and the Closing Date;

                  (ii)     the Business to be transferred will have been
                           conducted from the date hereof to the Closing in the
                           ordinary course of business and in a manner
                           reasonably acceptable to TFS;

                  (iii)    USSB and the Company will have obtained all Consents,
                           including Governmental Approvals, necessary to carry
                           out the transactions contemplated hereby, including
                           all Consents required under the Ancillary Agreements;

                  (iv)     the appropriate USSB entities, including Unico
                           Technology Sdn. Bhd., will have surrendered their
                           manufacturing licenses related to the Business, to
                           the appropriate governmental Authority;

                  (v)      due diligence regarding the Business will have been
                           completed satisfactory to TFS in its sole discretion;

                  (vi)     the execution and delivery of the Deeds of Guarantee
                           by Guarantor, in substantially the form attached
                           hereto as EXHIBIT VIII;

                  (vii)    the Company shall not have entered into any
                           transaction or agreement or undertaken any other
                           business or corporate action, other than those
                           actions and agreements explicitly contemplated by
                           this Agreement and the Ancillary Agreements; and

                  (viii)   the execution, delivery and completion of the
                           Ancillary Agreements, except for conditions to
                           completion of an Ancillary Agreement which are
                           specifically identified in such Ancillary Agreement
                           as being subject to completion following the Closing
                           of this Agreement.

                                      -18-

<PAGE>

         c.       CONDITIONS TO USSB'S OBLIGATION TO CLOSE. USSB's obligation to
                  proceed with the Closing and to consummate the transactions
                  contemplated herein is subject to the fulfillment of the
                  following conditions on or before Closing:

                  (i)      all representations and warranties made by TFS under
                           this Agreement will be true and accurate as of the
                           date of this Agreement and the Closing Date.

         d.       CONDITIONS TO PARTIES' OBLIGATION TO CLOSE. The obligations of
                  both TFS and USSB to proceed with the Closing and to
                  consummate the transactions contemplated herein are subject to
                  the fulfillment of the following conditions on or before
                  Closing:

                  (i)      USSB and TFS will have agreed upon employment terms
                           and other employment incentives for each management
                           team member transferring to the Company;

                  (ii)     no action or proceeding will have been initiated or,
                           to the best knowledge of either party, threatened
                           that may prevent the consummation of this Agreement;
                           and

                  (iii)    the Company will have received the necessary Consents
                           from Authorities to enable it to conduct the Business
                           in the manner set forth in the Business Plan,
                           including Consents for incentives, tax benefits and
                           similar matters.

         e.       CLOSING. At the Closing, USSB and TFS (and their respective
                  Related Entities, as applicable) will make the following
                  deliveries and cause the following actions to be taken:

                  (i)      USSB and TFS will deliver the Consents obtained and
                           other documents evidencing the transfer, lease or
                           provision to the Company of the assets and employees
                           related to the Business, as well as any other Closing
                           deliveries contemplated in the Ancillary Agreements;

                  (ii)     USSB and TFS will deliver copies of their respective
                           Board consents and other corporate approvals obtained
                           in connection with the transactions contemplated
                           hereby;

                  (iii)    USSB and TFS will subscribe for their respective
                           shares of the Company and transfer their respective
                           cash contributions into the bank account established
                           for such purpose;

                  (iv)     the Articles will be executed and filed with the
                           appropriate Authority;

                  (v)      USSB and TFS will convene a shareholders' meeting to
                           elect the Board, the auditors, and to adopt any other
                           resolutions that may be necessary or appropriate;

                                      -19-

<PAGE>

                  (vi)     the Board will convene a directors meeting to elect
                           the officers of the Company and to adopt any other
                           resolutions that may be necessary or appropriate;

                  (vii)    USSB and TFS will make such other deliveries and take
                           such other actions that may be reasonably necessary
                           in order to effect the Closing as contemplated under
                           this Agreement and the Ancillary Agreements.

         f.       POST-CLOSING ACTIONS. Promptly following the Closing, in
                  addition to other actions that may be required under this
                  Agreement or the Ancillary Agreements:

                  (i)      the Company's management will carry out all required
                           filings and registrations and obtain any other
                           Consents necessary to formalize and carry out the
                           transactions contemplated hereby, including
                           registration of the parties as shareholders and the
                           increase in the Company's paid up capital;

                  (ii)     the parties will use best efforts to complete such
                           documents and carry out all required filings and
                           registrations in order to obtain "pioneer" tax status
                           with respect to the Company and its operations; and

                  (iii)    the parties will use best efforts to agree on a
                           framework regarding, and to finalize documents to
                           carry out, the use and benefit of certain equipment
                           and facilities of IPC and to ensure that the status
                           and incentives currently enjoyed by IPC are
                           maintained or transferred to a new entity, as the
                           case may be, with the intent that such operations
                           will be jointly owned, with 60% initially held by TFS
                           and 40% initially held by USSB, or their respective
                           Related Entities.

6.       CONFIDENTIALITY

         a.       CONFIDENTIAL INFORMATION. During the term of this Agreement
                  and for a period of three (3) years after the termination of
                  this Agreement, the Company and each Member expressly
                  covenants and agrees that neither the Company nor such Member
                  nor any of their Related Entities (collectively, the
                  "Recipient Party") will disclose, divulge, furnish or make
                  accessible to anyone (other than the Company or any of the
                  Company's Related Entities or representatives) any
                  Confidential Information of the other Member or of the Company
                  (collectively, the "Disclosing Party"), or in any way use any
                  Confidential Information of the Disclosing Party in the
                  conduct of any business other than the business of the
                  Company; provided, however, that nothing in this Section 6(a)
                  will (i) prohibit the Recipient Party from using Confidential
                  Information in connection with its exercise of rights granted
                  under Section 2(i) or (ii) prohibit the disclosure of any
                  Confidential Information (A) that is required to be disclosed
                  by the Recipient Party or any such Affiliate in connection
                  with any action or other proceeding before any Authority, (B)
                  in connection with the enforcement of any of the rights of the
                  Recipient Party

                                      -20-

<PAGE>

                  hereunder, or (C) in connection with the defense by the
                  Recipient Party of any claim asserted against it hereunder;
                  provided, however, that in the case of a disclosure
                  contemplated by clause (ii)(A), to the extent reasonably
                  practicable, no disclosure shall be made until the Recipient
                  Party shall give notice to the Disclosing Party of the
                  intention to disclose such Confidential Information so that
                  the Disclosing Party may contest the need for disclosure, and
                  the Recipient Party will cooperate with the Disclosing Party
                  in connection with any such proceeding.

         b.       TRADE SECRETS. The Company and each Member expressly covenants
                  and agrees that neither the Company nor such Member nor any of
                  their Related Entities (collectively, the "Recipient Party")
                  will disclose, divulge, furnish or make accessible to anyone
                  (other than the Company or any of the Company's Related
                  Entities or representatives) any Trade Secret of the other
                  Member or of the Company (collectively, the "Disclosing
                  Party"), or in any way use any Trade Secret of the Disclosing
                  Party in the conduct of any business other than the business
                  of the Company; provided, however, that nothing in this
                  Section 6(a) will (i) prohibit the Recipient Party from using
                  Trade Secrets in connection with its exercise of rights
                  granted under Section 2(i) or (ii) prohibit the disclosure of
                  any Trade Secret (A) that is required to be disclosed by the
                  Recipient Party or any such Affiliate in connection with any
                  action or other proceeding before any Authority, (B) in
                  connection with the enforcement of any of the rights of the
                  Recipient Party hereunder, or (C) in connection with the
                  defense by the Recipient Party of any claim asserted against
                  it hereunder; provided, however, that in the case of a
                  disclosure contemplated by clause (ii)(A), to the extent
                  reasonably practicable, no disclosure shall be made until the
                  Recipient Party shall give notice to the Disclosing Party of
                  the intention to disclose such Trade Secret so that the
                  Disclosing Party may contest the need for disclosure, and the
                  Recipient Party will cooperate with the Disclosing Party in
                  connection with any such proceeding.

         C.       PROTECTIVE ACTIONS. Each party will use the other party's
                  Intellectual Property solely to fulfill the purposes of this
                  Agreement, and will take all reasonable precautions necessary
                  to safeguard the confidentiality of the other party's
                  Confidential Information and Trade Secrets, including (i)
                  those required under this Section 6, (ii) those taken by such
                  party to protect its own confidential information and (iii)
                  those which the other party may reasonably request from time
                  to time. Each party acknowledges that any unauthorized use or
                  disclosure of the Confidential Information or Trade Secrets of
                  the other party may cause irreparable damage to the other
                  party. If an unauthorized use or disclosure occurs, such party
                  will, at its expense, take all steps that are necessary to
                  recover the other party's Confidential Information and Trade
                  Secrets and to prevent its subsequent unauthorized use or
                  dissemination, including availing itself of actions for
                  seizure and injunctive relief. If such party fails to take
                  these steps in a timely and adequate manner, the other party
                  may take them at such party's expense.

                                      -21-

<PAGE>

7.       INDEMNIFICATION

         a.       INDEMNIFICATION OF THE COMPANY AND TFS. USSB acknowledges and
                  agrees that with the exception of assumed liabilities
                  specifically set forth in the Asset Transfer Agreement, if
                  any, the Company is not assuming any fixed or contingent
                  liabilities associated with the Business, and USSB hereby
                  agrees, and, if applicable under the relevant agreement, shall
                  cause its Related Entities, to indemnify and hold harmless the
                  Company and TFS from any Loss incurred as a result of, arising
                  out of, or resulting from, or related to: (i) the conduct of
                  the Business prior to the Closing, or (ii) any breach of any
                  representation, warranty, or covenant made by USSB or its
                  Related Entities contained in this Agreement or the Ancillary
                  Agreements, and such indemnification shall be in addition to
                  any other rights the Company or TFS may have hereunder or
                  thereunder. Notwithstanding anything to the contrary contained
                  herein, USSB's obligation to indemnify TFS shall be limited to
                  the aggregate amount of TFS' actual investment in the Company
                  through purchase of shares, additional contributions to
                  capital or loans as of the date of such indemnification, plus
                  TFS' reasonable attorneys' fees and other fees and costs of
                  defending against any Third Party Claim, as defined below. In
                  addition, USSB's obligation to indemnify the Company shall be
                  limited to the amount required to bring the Company's net
                  shareholders' equity to an amount equal to the amount of the
                  shareholders' aggregate investment in the Company through
                  purchase of shares, additional contributions to capital or
                  loans as of the date of such indemnification.

         B.       INDEMNIFICATION OF USSB. TFS hereby agrees, and, if applicable
                  under the relevant agreement, shall cause its Related
                  Entities, to indemnify and hold harmless the Company and USSB
                  from any Loss arising out of, or resulting from, or related to
                  any breach of any representation, warranty, or covenant made
                  by TFS or its Related Entities contained in this Agreement or
                  the Ancillary Agreements, and such indemnification shall be in
                  addition to any other rights USSB may have hereunder or
                  thereunder. Notwithstanding anything to the contrary contained
                  herein, TFS' obligation to indemnify USSB shall be limited to
                  the aggregate amount of USSB's actual investment in the
                  Company through purchase of shares, additional contributions
                  to capital, or loans as of the date of such indemnification,
                  plus USSB's reasonable attorneys' fees and other fees and
                  costs of defending against any Third Party Claim, as defined
                  below.

         C.       INDEMNIFICATION PROCEDURES:

                  (i)      If any third party shall notify either party (the
                           "Indemnified Party") with respect to any matter (a
                           "Third Party Claim") which may give rise to a claim
                           for indemnification against the other party (the
                           "Indemnifying Party") hereunder, then the Indemnified
                           Party shall promptly (and in any event within seven
                           (7) days after receiving notice of the Third Party
                           Claim) notify the Indemnifying Party thereof in
                           writing.

                                      -22-

<PAGE>

                  (ii)     The Indemnifying Party shall have the right at any
                           time to assume and thereafter conduct the defense of
                           the Third Party Claim with counsel of its choice
                           reasonably satisfactory to the Indemnified Party,
                           provided, however, that the Indemnified Party shall
                           have the right to retain its own counsel, with
                           reasonable fees and expenses paid by the Indemnifying
                           Party, if either (A) representation of the
                           Indemnified Party by counsel retained by the
                           Indemnifying Party would be inappropriate because of
                           actual or potential conflicting interests between the
                           Indemnified Party and the Indemnifying Party, or (B)
                           the Indemnifying Party fails to defend such action,
                           suit, or proceeding.

                  (iii)    Unless and until the Indemnifying Party assumes the
                           defense of the Third Party Claim as provided herein,
                           the Indemnified Party may defend against the Third
                           Party Claim in any manner it reasonably may deem
                           appropriate.

                  (iv)     In no event shall the either party consent to the
                           entry of any judgement or enter into any settlement
                           with respect to the Third Party Claim without the
                           prior written consent of the other party, which
                           consent shall not be reasonably withheld.

8.       PUT-CALL OPTION UPON CERTAIN EVENTS

         a.       PUT-CALL OPTION. Each Member (which for purposes of this
                  Section 8 shall include any Related Entity holding shares of
                  the Company or any successor in interest) will have the right
                  to put all shares (but not less than all shares) owned by such
                  party in the Company to the other Member, coupled with a call
                  obligation to purchase all shares (but not less than all
                  shares) owned by the other party in the Company in accordance
                  with the procedures set forth in this Section 8 (the "Put-Call
                  Option").

         b.       OPTION EVENT. Any of the following events will constitute an
                  "Option Event":

                  (i)      if the representations and warranties of the other
                           Member or its relevant Related Entity in this
                           Agreement and the Ancillary Agreements are not true
                           and correct in all material respects, unless the
                           breach of such representation or warranty does not
                           result in a material adverse effect to the party for
                           whose benefit such representations and warranties
                           were included in the Agreement or the Ancillary
                           Agreements;

                  (ii)     if the other Member breaches any material obligation
                           under this Agreement or an Ancillary Agreement and
                           such party fails to cure the breach to the notifying
                           party's reasonable satisfaction within fifteen (15)
                           days after it demands such cure in writing;

                  (iii)    if the other Member ceases to conduct business in the
                           normal course, is declared insolvent, undergoes any
                           procedure for the suspension of

                                      -23-

<PAGE>

                           payments or makes a general assignment for the
                           benefit of creditors or a petition for bankruptcy,
                           reorganization, dissolution or liquidation is filed
                           by or against it;

                  (iv)     if the shareholders are unable to duly adopt a
                           resolution regarding any Shareholder Super-Majority
                           Matter within thirty (30) days after it was first
                           presented to the shareholders;

                  (v)      if there is a failure to achieve a quorum at a
                           meeting of the Board and at two successive
                           rescheduled meetings as set forth in Section
                           2(n)(iii); or

                  (vi)     if the directors are unable to duly adopt a
                           resolution regarding the appointment of a Chairman or
                           President of the Company within thirty (30) days
                           after it was first presented to the Board.

         c.       EVENT NOTICE. Upon the occurrence of an Option Event, a Member
                  may provide notice to the other Member (the "Event Notice")
                  regarding the occurrence of such Option Event and setting
                  forth a demand for resolution or cure of the Option Event and
                  proposing a date, time, and venue for the Members to meet to
                  resolve the matter, which date shall be no later than ten (10)
                  days from the date of the Event Notice. Each Member shall act
                  in good faith to resolve the Option Event, and upon resolution
                  of the Option Event, the Members shall execute a statement
                  setting forth their agreement regarding resolution of the
                  Option Event and shall take such actions as may be necessary
                  to ensure that such Option Event is promptly resolved or
                  cured. Following delivery of the Event Notice, each Member
                  shall have the right to review the Company's books and records
                  during normal business hours and otherwise perform due
                  diligence, at such Member's expense, until such time as the
                  Option Event shall have been resolved or cured or until the
                  Put-Call Notice shall have been exercised or withdrawn, as set
                  forth below.

         d.       PUT-CALL NOTICE. If the parties are unable to resolve an
                  Option Event within fifteen (15) days from the date of the
                  Event Notice, then either Member (the "Initiating Party") may
                  provide written notice (the "Put-Call Notice") to the other
                  party (the "Responding Party") identifying the Option Event
                  and stating a specific price per share (the "Option Price") at
                  which the Initiating Party is offering to both (i) sell all of
                  its shares in the Company to the Responding Party, and (ii)
                  buy all of the Responding Party's shares in the Company.

         e.       RESPONDING NOTICE. Within fifteen (15) days following receipt
                  of the Put-Call Notice, the Responding Party shall provide
                  written notice to the Initiating Party (the "Responding
                  Notice") electing to either (i) purchase all shares of the
                  Initiating Party at the Option Price, or (ii) sell all of its
                  shares to the Initiating Party at the Option Price. The
                  Responding Party and the Initiating Party shall thereafter
                  take all steps necessary to consummate such transfer of the
                  relevant shares within ten (10) days, subject to receipt of
                  any Governmental Approvals required for such transfer.

                                      -24-

<PAGE>

         f.       FAILURE TO PROPERLY RESPOND. In the event the Responding Party
                  fails to deliver a Responding Notice within the 15-day period
                  set forth above, or delivers a Responding Notice that fails to
                  make one of the two permissible elections set forth above, the
                  Responding Party shall be deemed to have elected to sell all
                  of its shares to the Initiating Party at the Option Price, and
                  the Company shall promptly take such actions and make such
                  entries in its books and records to formalize the transfer of
                  such shares to the Initiating Party, upon receipt of adequate
                  documentation from the Initiating Party demonstrating delivery
                  to the Responding Party of the Option Price for such shares.

9.       TERM AND TERMINATION

         a.       TERM. This Agreement will become effective, as of the date
                  first set forth above, upon its execution by TFS and USSB and
                  will remain in effect thereafter perpetually, unless earlier
                  terminated pursuant to Section 9(b) below.

         b.       TERMINATION. This Agreement will terminate:

                  (i)      automatically if the parties fail to consummate the
                           Closing on or before April 30, 2003, for any reason,
                           subject to extension by mutual agreement of the
                           parties;

                  (ii)     by the written agreement of the parties; or

                  (iii)    by either party by written notice if neither party
                           has elected to provide a Put-Call Notice within sixty
                           (60) days after the delivery of an Event Notice
                           regarding the occurrence of the Option Event set
                           forth in 8(b)(iv) above, and such Option Event
                           remains unresolved.

         c.       CONSEQUENCES OF TERMINATION. Unless otherwise agreed, upon the
                  termination of this Agreement for any reason, the Company will
                  be dissolved and liquidated in accordance with applicable law,
                  unless previously dissolved or liquidated. The provisions of
                  Sections 6, 9(c), 10(c), 10(g), and 10(h) will survive the
                  expiration of this Agreement or its termination for any
                  reason.

10.      MISCELLANEOUS PROVISIONS

         a.       NO AGENCY. TFS and USSB are independent parties. Nothing in
                  this Agreement will be construed to constitute either party as
                  an agent, employee or legal representative of the other party.
                  Neither party will either have nor represent itself to have
                  any authority to bind the other party or to act on its behalf,
                  except as set forth in a duly executed power of attorney.

         b.       FURTHER ASSURANCES. The parties agree to cooperate in good
                  faith in soliciting any Governmental Approval that may be
                  required to consummate and perform this Agreement, and to
                  provide such documents and information as may be

                                      -25-

<PAGE>

                  required to carry out the intent of this Agreement. The
                  parties further agree to use commercially reasonable efforts
                  to achieve the objectives of this Agreement and agree to act
                  in good faith, and shall cause their representatives and
                  Related Entities to act in good faith, in carrying out the
                  purposes and objectives of this Agreement.

         c.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
                  representations, warranties and covenants of the parties will
                  survive the Closing. In case of any misrepresentation or
                  breach of warranty or covenant, in addition to any other
                  rights the other party may have under this Agreement, the
                  breaching party will indemnify the other party against any
                  damage that it may incur as a result of such misrepresentation
                  or breach.

         d.       FORCE MAJEURE. Neither party will be liable for failure or
                  delay in performing any obligation under this Agreement that
                  is due to causes beyond its reasonable control, such as
                  natural catastrophes, terrorist acts, governmental acts or
                  omissions, laws or regulations, labor strikes or difficulties
                  (except for labor strikes or difficulties related to the
                  Business) or transportation stoppages or slowdowns.

         e.       NOTICES. Any notice, approval or other communication required
                  or permitted under this Agreement will be given in writing and
                  will be sent by facsimile, courier or registered airmail,
                  postage prepaid, to the address specified below or to any
                  other address that may be designated by prior notice. Any
                  notice or other communication will be deemed to have been
                  delivered upon actual receipt by the recipient.

                  If to TFS:

                           TFS International, Ltd.
                           c/o: George A. Pisaruk
                           1600 North Desert Drive
                           Tempe, AZ 85281
                           U.S.A.
                           Telephone: (602) 389-8600
                           Facsimile: (602) 389-8836

                  with courtesy copies to:

                           Baker & McKenzie
                           Attn: Michael J. Madda or Eric H. Anderson
                           660 Hansen Way
                           Palo Alto, CA 94304
                           U.S.A.
                           Telephone: (650) 856-5550
                           Facsimile: (605) 856-9299

                           Wong & Partners

                                      -26-

<PAGE>

                           Correspondent Law Firm of Baker & McKenzie
                           Attn: Brian H. G. Chia or Munir Abdul Aziz
                           Level 41 - Suite A, Menara Maxis
                           Kuala Lumpur City Centre
                           50088 Kuala Lumpur, Malaysia
                           Telephone: (60-3) 2055-1888
                           Facsimile: (60-3) 2161-2919

                  If to USSB:

                           Unico Systems Sdn. Bhd.
                           Attn: Wong Chong Yee
                           8th Floor, Menara Building
                           Plaza Berjaya
                           No. 12, Jalan Imbi
                           55100 Kuala Lumpur, Malaysia
                           Telephone: (603) 2141 0166
                           Facsimile: (603) 2142 6199

                  with a courtesy copy to:

                           Allen & Gledhill
                           Attn: Thomas W. H. Fong
                           27th Floor, West Wing, Menara Maybank
                           No. 100, Jln Tun Perak
                           50050 Kuala Lumpur, Malaysia
                           Telephone: 60-3-2072-3212
                           Facsimile: 60-3-2070-8684

         f.       ASSIGNMENT. Neither party may assign, delegate, sub-contract
                  or otherwise transfer this Agreement or any of its rights or
                  obligations without the other party's prior consent, except as
                  contemplated by the Ancillary Agreements.

         g.       ARBITRATION.

                  (i)      General. The parties agree that any dispute arising
                           out of or in connection with this Agreement,
                           including any question regarding its existence,
                           validity or termination, shall be referred to and
                           finally resolved by arbitration in Singapore at the
                           Singapore International Arbitration Centre ("SIAC")
                           in accordance with the arbitration rules of SIAC
                           which are deemed to be incorporated by reference into
                           this clause.

                  (ii)     Proceeding. The arbitral tribunal shall consist of
                           three (3) arbitrators, one to be appointed by each of
                           the parties and the third arbitrator shall be
                           appointed by the chairman of SIAC and the arbitrator
                           so appointed shall serve as the chairman of the
                           arbitration tribunal.

                                      -27-

<PAGE>

                  (iii)    Language. The language of the arbitration shall be
                           English.

                  (iv)     Award. The arbitral award will be the exclusive
                           remedy of the parties for all claims, counterclaims,
                           issues or accountings presented or plead to the
                           arbitrator. The award will (A) be granted and paid in
                           U.S. dollars exclusive of any tax, deduction or
                           offset and (B) include interest from the date of that
                           the award is rendered until it is fully paid,
                           computed at the then-current LIBOR rate, plus 5%.
                           Judgement upon the arbitral award may be entered in
                           any court that has jurisdiction thereof.

                  (v)      Enforcement. If necessary, the arbitral award may be
                           enforced in any court of competent jurisdiction or
                           appropriate administrative body. Any additional
                           costs, fees or expenses incurred in enforcing the
                           arbitral award will be charged against the party that
                           resists its enforcement.

                  (vi)     Legal Actions. Notwithstanding the provisions of
                           Sections 10(g)(i)-(v) above, prior to arbitration or
                           pending the result of the arbitration, any party may
                           bring an action: (A) for injunctive or other similar
                           prohibitory relief in any court of competent
                           jurisdiction, and (B) for any interlocutory or
                           interim relief, including, without limitation, any
                           proceedings for the detention, custody or
                           preservation of any property.

         h.       GOVERNING LAW. This Agreement will be governed by and
                  interpreted in accordance with the laws of the State of
                  Delaware, excluding its conflict of law principles, except
                  that Malaysian law will be applicable in relation to matters
                  that specifically govern private limited companies
                  incorporated under the Malaysian Companies Act 1965, including
                  substantive issues related to the corporate governance or
                  structure of the Company. TFS and USSB exclude the United
                  Nations Convention on Contracts for the International Sale of
                  Goods from this Agreement and any transaction between them
                  that may be implemented in connection with this Agreement.

         i.       SUPREMACY. In the event of a conflict or inconsistency between
                  the terms and provisions of this Agreement and the Articles or
                  other constituent documents of the Company, the terms and
                  provisions of this Agreement shall prevail, to the extent of
                  such conflict or inconsistency, and the Members shall exercise
                  their respective voting rights as shareholders and take such
                  further actions as may be necessary to ensure that the terms
                  and provisions of this Agreement prevail.

         j.       INTERPRETATION. The terms that are defined in this Agreement
                  may be used in the singular or the plural, as the context
                  requires. References to "days" mean calendar days, unless
                  specified otherwise. References to a "person" mean an
                  individual, partnership, company, corporation or other legal
                  entity, as the context requires. The word "including" is
                  exemplary and not exhaustive and means "including, but not
                  limited to," the relevant items in question. The symbol "$"
                  refers to the lawful currency of the United States of America,
                  unless specifically indicated otherwise. Headings are intended
                  only for reference purposes. The

                                      -28-

<PAGE>

                  word "stock," with reference to the Company's capital stock,
                  means shares of the Company or shares that have been converted
                  into formal `stock' under Malaysian corporate law, and is
                  intended to be inclusive of both shares and stock as the
                  context permits. In case of any conflict between this
                  Agreement and the Exhibits and Schedules, the terms of the
                  Exhibits and Schedules will prevail. This Agreement will be
                  interpreted and performed in English.

         k.       SEVERABILITY. If any provision of this Agreement is held to be
                  unenforceable, in whole or in part, by a tribunal of competent
                  jurisdiction, such holding will not affect the validity of the
                  other provisions of this Agreement.

         l.       WAIVER, AMENDMENT, MODIFICATION. Except as otherwise provided
                  above, any waiver, amendment or other modification of this
                  Agreement will not be effective unless in writing and signed
                  by the party against whom enforcement is sought. In addition,
                  the failure by a party to enforce any provision of this
                  Agreement shall not be deemed a waiver of such provision, nor
                  shall it prevent such party from enforcing such provision in
                  the future.

         m.       ENTIRE AGREEMENT. This Agreement, the Schedules and Exhibits,
                  the Ancillary Agreements, and the other documents delivered
                  concurrently herewith constitute the complete and entire
                  statement of all terms, conditions and representations of the
                  agreement between TFS and USSB with respect to its subject
                  matter and supersede all prior writings or understandings.

         n.       COUNTERPARTS. This Agreement may be executed in counterparts,
                  including facsimile copies, which when taken together shall
                  constitute a single instrument.

                  [Remainder of Page Intentionally Left Blank]

                                      -29-

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

TFS INTERNATIONAL, LTD.                     UNICO SYSTEMS SDN. BHD.

By: /s/Joseph Tanner                        By: /s/Wong Chong Yee
    -----------------------                     --------------------------------
Name: Joseph Tanner                         Name: Wong Chong Ye
Title: General Manager                      Title: General Manager, Finance

TFS INTERNATIONAL II, LTD.                  TFS ELECTRONIC ANUFACTURING
                                            SERVICES SDN. BHD.

By: /s/Jospeh Tanner                        By: /s/Joseph Tanner
    -----------------------                     --------------------------------
Name: Joseph Tanner                         Name: Joseph Tanner
Title: General Manager                      Title: General Manager

AGREED AND ACKNOWLEDGED BY GUARANTOR:

UNICO HOLDINGS BERHAD

By: /s/Wong Chong Yee
Name: Wong Chong Yee
Title: General Manager, Finance

                   SIGNATURE PAGE TO JOINT VENTURE AGREEMENT

<PAGE>

EXHIBITS:

I.       Memorandum and Articles of Association
II.      Asset Transfer Agreement
III.     Equipment Lease Agreement
IV.      Tenancy Agreement
V.       Logistics and Warehousing Agreement
VI.      Trademark and Tradename License Agreement
VII.     Sales and Marketing Agreement
VIII.    Deeds of Guarantee

SCHEDULES:

I.       Business Plan and Budget

II.      Schedule of Licensed Background IP

III.     Shareholder Super-Majority Matters IV. Board Super-Majority Matters
IV.      Board Super-Majority Matter